EXHIBIT 99.1
LETTER OF TRANSMITTAL
FOR
8 1/4% SENIOR SUBORDINATED NOTES DUE 2013
OF
PINNACLE FOODS GROUP INC.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 2004 (THE "EXPIRATION DATE"), UNLESS EXTENDED.
The Exchange Agent for the Exchange Offer is:
WILMINGTON TRUST COMPANY
For Delivery by Hand, Overnight Delivery, Registered or Certified Mail:
Wilmington Trust Company
1100 North Market Street
Rodney Square North
Wilmington, Delaware 19890
Attention: Mary St. Amand
By Facsimile Transmission
(for eligible institutions only):
(302) 636-4145
Attention: Mary St. Amand
To Confirm by Telephone or for Information Call:
(302) 636-6436
Attention: Mary St. Amand
Delivery of this Letter of Transmittal to an Address other than as set
forth above or transmission via facsimile to a number other than as set forth
above does not constitute a valid delivery.
The undersigned acknowledges receipt of the Prospectus dated ,
2004 (the "Prospectus") of Pinnacle Foods Group Inc. (the "Issuer"), and this
Letter of Transmittal (the "Letter of Transmittal"), which together describe the
Issuer's offer (the "Exchange Offer") to exchange its 8 1/4% Senior Subordinated
Notes due 2013 (the "Exchange Notes"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for an equal
aggregate principal amount of its outstanding 8 1/4% Senior Subordinated Notes
due 2013, which were issued on November 25, 2003 and February 20, 2004 (the "Old
Notes" and, together with the Exchange Notes, the "Notes") from the holders
thereof.
The terms of the Exchange Notes are identical in all material respects
(including principal amount, interest rate and maturity) to the terms of the Old
Notes for which they may be exchanged pursuant to the Exchange Offer, except
that the Exchange Notes are freely tradable by holders thereof (except as
provided herein or in the Prospectus).
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
The undersigned has checked the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND
THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.
List below the Old Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, the certificate numbers and aggregate
principal amounts should be listed on a separate signed schedule affixed hereto.
<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OLD NOTES TENDERED HEREWITH
- ---------------------------------------------------------------------------------------------------------------------
AGGREGATE PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE AMOUNT REPRESENTED PRINCIPAL AMOUNT
(PLEASE FILL IN) NUMBER(S)* BY OLD NOTES* TENDERED**
- ---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
Total
- ---------------------------------------------------------------------------------------------------------------------
* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount
represented by such Old Notes. See instruction 2.
- ---------------------------------------------------------------------------------------------------------------------
</Table>
Holders of Old Notes whose Old Notes are not immediately available or who
cannot deliver all other required documents to the Exchange Agent on or prior to
the Expiration Date or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their Old Notes according to the
guaranteed delivery procedures set forth in the Prospectus.
Unless the context otherwise requires, the term "holder" for purposes of
this Letter of Transmittal means any person in whose name Old Notes are
registered or any other person who has obtained a properly completed bond power
from the registered holder or any person whose Old Notes are held of record by
The Depository Trust Company ("DTC").
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Old Notes that were acquired as a
result of market-making activities or other trading activities, it acknowledges
that it will deliver a prospectus in connection with any resale of such Exchange
Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. A broker-dealer may not participate in the
Exchange Offer with
2
respect to Old Notes acquired other than as a result of market-making activities
or other trading activities. Any holder who is an "affiliate" of the Issuer or
who has an arrangement or understanding with respect to the distribution of the
Exchange Notes to be acquired pursuant to the Exchange Offer, or any
broker-dealer who purchased Old Notes from the Issuer to resell pursuant to Rule
144A under the Securities Act or any other available exemption under the
Securities Act must comply with the registration and prospectus delivery
requirements under the Securities Act.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)
- --------------------------------------------------------------------------------
Window Ticket Number (if any)
- --------------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
- --------------------------------------------------------------------------------
Name of Eligible Institution that Guaranteed Delivery
- --------------------------------------------------------------------------------
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO AND COMPLETE THE FOLLOWING:
Name(s)
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
3
SPECIAL EXCHANGE INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 5)
To be completed ONLY if certificates for Old Notes in a principal amount not
tendered, or Exchange Notes issued in exchange for Old Notes accepted for
exchange, are to be issued in the name of someone other than the undersigned.
Issue certificate(s) to:
Name
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 5)
To be completed ONLY if certificates for Old Notes in a principal amount not
tendered, or Exchange Notes issued in exchange for Old Notes accepted for
exchange, are to be sent to someone other than the undersigned, or to the
undersigned at an address other than that shown above.
Deliver Certificate(s) to:
Name
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
4
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuer the principal amount of the Old Notes
indicated above. Subject to, and effective upon, the acceptance for exchange of
all or any portion of the Old Notes tendered herewith in accordance with the
terms and conditions of the Exchange Offer (including, if the Exchange Offer is
extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby exchanges, assigns and transfers to, or upon
the order of, the Issuer all right, title and interest in and to such Old Notes
as are being tendered herewith. The undersigned hereby irrevocably constitutes
and appoints the Exchange Agent as its true and lawful agent and
attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent
also acts as the agent of the Issuer, in connection with the Exchange Offer) to
cause the Old Notes to be assigned, transferred and exchanged.
The undersigned represents and warrants that it has full power and
authority to tender, exchange, assign and transfer the Old Notes and to acquire
Exchange Notes issuable upon the exchange of such tendered Old Notes, and that,
when the same are accepted for exchange, the Issuer will acquire good and
unencumbered title to the tendered Old Notes, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim. The
undersigned and any beneficial owner of the Old Notes tendered hereby further
represent and warrant that (i) the Exchange Notes acquired by the undersigned
and any such beneficial owner of Old Notes pursuant to the Exchange Offer are
being obtained in the ordinary course of business of the person receiving such
Exchange Notes, (ii) neither the undersigned nor any such beneficial owner has
an arrangement with any person to participate in the distribution of such
Exchange Notes, (iii) neither the undersigned nor any such beneficial owner nor
any such other person is engaging in or intends to engage in a distribution of
such Exchange Notes and (iv) neither the undersigned nor any such other person
is an "affiliate," as defined under Rule 405 promulgated under the Securities
Act, of the Issuer. The undersigned and each beneficial owner acknowledge and
agree that any person who is an affiliate of the Issuer or who tenders in the
Exchange Offer for the purpose of participating in a distribution of the
Exchange Notes must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a resale transaction of
the Exchange Notes acquired by such person and may not rely on the position of
the staff of the Securities and Exchange Commission set forth in the no-action
letters discussed in the Prospectus under the caption "The exchange
offer -- Purpose and effect of the exchange offer." The undersigned and each
beneficial owner will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Issuer to be necessary or
desirable to complete the sale, assignment and transfer of the Old Notes
tendered hereby.
For purposes of the Exchange Offer, the Issuer shall be deemed to have
accepted validly tendered Old Notes when, as and if the Issuer has given oral
notice (confirmed in writing) or written notice thereof to the Exchange Agent.
If any tendered Old Notes are not accepted for exchange pursuant to the
Exchange Offer because of an invalid tender, the occurrence of certain other
events set forth in the Prospectus or otherwise, any such unaccepted Old Notes
will be returned, without expense, to the undersigned at the address shown below
or at a different address as may be indicated herein under "Special Delivery
Instructions" as promptly as practicable after the Expiration Date.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
5
The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the caption "The exchange offer -- Procedures for
tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Issuer upon the terms and
subject to the conditions of the Exchange Offer, subject only to withdrawal of
such tenders on the terms set forth in the Prospectus under the caption "The
exchange offer -- Withdrawal of tenders."
Unless otherwise indicated under "Special Exchange Instructions," please
cause the Exchange Notes to be issued, and return any Old Notes not tendered or
not accepted for exchange, in the name(s) of the undersigned (and, in the case
of Old Notes tendered by book-entry transfer, by credit to the account at DTC).
Similarly unless otherwise indicated under "Special Delivery Instructions,"
please mail any certificates for Old Notes not tendered or not accepted for
exchange (and accompanying documents, as appropriate), and any certificates for
Exchange Notes, to the undersigned at the address shown below the undersigned's
signature(s). If both "Special Exchange Instructions" and "Special Delivery
Instructions" are completed, please cause the Exchange Notes to be issued, and
return any Old Notes not tendered or not accepted for exchange, in the name(s)
of, and deliver any certificates for such Old Notes or Exchange Notes to, the
person(s) so indicated (and in the case of Old Notes tendered by book-entry
transfer, by credit to the account at DTC so indicated). The undersigned
recognizes that the Issuer has no obligation, pursuant to the "Special Exchange
Instructions," to transfer any Old Notes from the name of the registered
holder(s) thereof if the Issuer does not accept for exchange any of the Old
Notes so tendered.
Holders of Old Notes whose Old Notes are not immediately available or who
cannot deliver all other required documents to the Exchange Agent on or prior to
the Expiration Date or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their Old Notes according to the
guaranteed delivery procedures set forth in the Prospectus.
6
TENDERING HOLDER(S) SIGN HERE
- -------------------------------------- Date: -----------------------------------
- -------------------------------------- Date: -----------------------------------
(SIGNATURE OF REGISTERED HOLDER(S) OR AUTHORIZED
SIGNATORY)
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) for Old Notes hereby tendered or in whose name Old Notes are
registered on the books of DTC or one of its participants, or by any person(s)
authorized to become the registered holder(s) by endorsements and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth the full title of such
person. See instruction 3.)
Name(s):
-----------------------------------------------------------------------
(PLEASE PRINT)
Capacity(full title):
- --------------------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
(INCLUDING ZIP CODE)
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
Taxpayer Identification No.:
- --------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTION 3)
Authorized Signature:
- --------------------------------------------------------------------------------
Name:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Title:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
(INCLUDING ZIP CODE)
Name of Firm:
- --------------------------------------------------------------------------------
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
Dated: ------------------------------ , 2004
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES.
A holder of Old Notes may tender the same by (i) properly completing,
dating and signing this Letter of Transmittal or a facsimile hereof (all
references in the Prospectus to the Letter of Transmittal shall be deemed to
include a facsimile thereof) and mailing or delivering the same, together with
the certificate or certificates, if applicable, representing the Old Notes being
tendered and any required signature guarantees and any other documents required
by this Letter of Transmittal, to the Exchange Agent at its address set forth
above prior to the Expiration Date, or (ii) complying with the procedure for
book-entry transfer described below, or (iii) complying with the guaranteed
delivery procedures described below.
Holders of Old Notes may tender Old Notes by book-entry transfer by
crediting the Old Notes to the Exchange Agent's account at DTC in accordance
with DTC's Automated Tender Offer Program ("ATOP") and by complying with
applicable ATOP procedures with respect to the Exchange Offer. DTC participants
that are accepting the Exchange Offer should transmit their acceptance to DTC,
which will edit and verify the acceptance and execute a book-entry delivery to
the Exchange Agent's account at DTC. DTC will then send a computer-generated
message (an "Agent's Message") to the Exchange Agent for its acceptance in which
the holder of the Old Notes acknowledges and agrees to be bound by the terms of,
and makes the representations and warranties contained in, this Letter of
Transmittal; the DTC participant confirms on behalf of itself and the beneficial
owners of such Old Notes all provisions of this Letter of Transmittal (including
any representations and warranties) applicable to it and such beneficial owner
as fully as if it had completed the information required herein and executed and
transmitted this Letter of Transmittal to the Exchange Agent. Delivery of the
Agent's Message by DTC will satisfy the terms of the Exchange Offer as to
execution and delivery of a Letter of Transmittal by the participant identified
in the Agent's Message. DTC participants may also accept the Exchange Offer by
submitting a Notice of Guaranteed Delivery through ATOP.
THE METHOD OF DELIVERY OF OLD NOTES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE HOLDER'S ELECTION AND
RISK. RATHER THAN MAIL THESE ITEMS, WE RECOMMEND THAT HOLDERS USE AN OVERNIGHT
OR HAND DELIVERY SERVICE. IN ALL CASES, HOLDERS SHOULD ALLOW SUFFICIENT TIME TO
ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. HOLDERS SHOULD
NOT SEND US THE LETTER OF TRANSMITTAL OR OLD NOTES. HOLDERS MAY REQUEST THEIR
RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR OTHER NOMINEES
TO EFFECT THE ABOVE TRANSACTIONS FOR THEM.
Holders whose Old Notes are not immediately available or who cannot deliver
their Old Notes and all other required documents to the Exchange Agent on or
prior to the Expiration Date or comply with book-entry transfer procedures on a
timely basis must tender their Old Notes pursuant to the guaranteed delivery
procedure set forth in the Prospectus. Pursuant to such procedure: (i) such
tender must be made by or through an Eligible Institution (as defined below);
(ii) on or prior to the Expiration Date, the Exchange Agent must have received
from such Eligible Institution a properly completed and duly executed notice of
guaranteed delivery by facsimile transmission, mail or hand delivery or a
properly transmitted Agent's Message and notice of guaranteed delivery setting
forth the name and address of the tendering holder, the registered numbers of
the Old Notes, the principal amount of Old Notes tendered; stating that the
tender is being made thereby, and guaranteeing that, within three (3) New York
Stock Exchange trading days after the expiration date, this Letter of
Transmittal or facsimile thereof
8
together with the Old Notes or a book-entry confirmation, and any other
documents required by this Letter of Transmittal will be deposited by the
eligible institution with the exchange agent; and (iii) all tendered Old Notes
(or a confirmation of any book-entry transfer of such Old Notes into the
Exchange Agent's account at a book-entry transfer facility) as well as this
Letter of Transmittal and all other documents required by this Letter of
Transmittal, must be received by the Exchange Agent within three New York Stock
Exchange trading days after the Expiration Date, all as provided in the
Prospectus.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance of
the Old Notes for exchange.
2. PARTIAL TENDERS; WITHDRAWALS.
If less than the entire principal amount of Old Notes evidenced by a
submitted certificate is tendered, the tendering holder must fill in the
aggregate principal amount of Old Notes tendered in the box entitled
"Description of Old Notes Tendered Herewith." A newly issued certificate for the
Old Notes submitted but not tendered will be sent to such holder as soon as
practicable after the Expiration Date. All Old Notes delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise clearly indicated.
A tender pursuant to the Exchange Offer may be withdrawn at any time prior
to the Expiration Date.
To be effective with respect to the tender of Old Notes, (i) a written
notice of withdrawal, which notice may be by telegram, telex, facsimile
transmission or letter, must be received by the Exchange Agent at the address
for the Exchange Agent set forth above; or (ii) holders must comply with the
appropriate procedures of DTC's Automated Tender Offer Program system. For a
notice of withdrawal to be effective, it must (i) specify the name of the person
who tendered the Old Notes to be withdrawn; (ii) identify the Old Notes to be
withdrawn (including the principal amount of such Old Notes, or, if applicable,
the serial numbers shown on the particular certificates evidencing such Old
Notes and the principal amount of Old Notes represented by such certificates);
(iii) where certificates for Old Notes have been transmitted, specify the name
in which such Old Notes were registered, if different from that of the
withdrawing holder; (iv) include a statement that such holder is withdrawing its
election to have such Old Notes exchanged; and (v) be signed by the holder in
the same manner as the original signature on this Letter of Transmittal (with
signatures guaranteed by an eligible institution unless such holder is an
eligible institution). The Exchange Agent will return the properly withdrawn Old
Notes promptly following receipt of notice of withdrawal. If Old Notes have been
tendered pursuant to the procedure for book-entry transfer, any notice of
withdrawal must specify the name and number of the account at DTC to be credited
with the withdrawn Old Notes and otherwise comply with the procedures of such
facility. All questions as to the validity of notices of withdrawals, including
time of receipt, will be determined by the Issuer, and such determination will
be final and binding on all parties.
Any Old Notes so withdrawn will be deemed not to have been validly tendered
for exchange for purposes of the Exchange Offer. Any Old Notes which have been
tendered for exchange but which are not exchanged for any reason will be
returned to the holder thereof without cost to such holder (or, in the case of
Old Notes tendered by book-entry transfer into the Exchange Agent's account at
DTC pursuant to the procedures described above, such Old Notes will be credited
to an account maintained with DTC for Old Notes) promptly after withdrawal,
rejection of tender or termination of the Exchange Offer. Properly withdrawn Old
Notes may be retendered by following one of the procedures described under the
caption "The exchange offer -- Procedures for tendering" in the Prospectus at
any time prior to the Expiration Date.
9
3. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered holder(s) of the
Old Notes tendered hereby, the signature must correspond with the name(s) as
written on the face of the certificates without alteration, enlargement or any
change whatsoever.
If any of the Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If a number of Old Notes registered in different names are tendered, it
will be necessary to complete, sign and submit as many separate copies of this
Letter of Transmittal as there are different registrations of Old Notes.
When this Letter of Transmittal is signed by the registered holder or
holders (which term, for the purposes described herein, shall include DTC) of
Old Notes listed and tendered hereby, no endorsements of certificates or
separate written instruments of transfer or exchange are required unless
Exchange Notes issued in exchange therefor are to be issued, or Old Notes are
not tendered or not exchanged are to be returned, in the name of any person
other than the registered holder. Signatures on any such certificates or
separate written instruments of transfer or exchange must be guaranteed by an
Eligible Institution.
Signatures on this Letter of Transmittal must be guaranteed by a member
firm of a registered national securities exchange or of the National Association
of Securities Dealers, Inc., a commercial bank or trust company having an office
or correspondent in the United States or another "eligible institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, unless the Old Notes tendered pursuant thereto are tendered (i) by a
registered holder who has not completed the box entitled "Special Issuance
Instructions" or "Special Delivery Instructions" on this Letter of Transmittal
or (ii) for the account of an eligible institution.
If this Letter of Transmittal is signed by a person other than the
registered holder of any Old Notes listed on the Old Notes, such Old Notes must
be endorsed or accompanied by a properly completed bond power. The bond power
must be signed by the registered holder as the registered holder's name appears
on the Old Notes and an eligible institution must guarantee the signature on the
bond power.
If this Letter of Transmittal or any Old Notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing. Unless waived by us, they should also
submit evidence satisfactory to us of their authority to deliver this Letter of
Transmittal.
4. SPECIAL EXCHANGE AND DELIVERY INSTRUCTIONS.
Tendering holders should indicate, as applicable, the name and address to
which the Exchange Notes or certificates for Old Notes not tendered or not
accepted for exchange are to be issued or sent, if different from the name and
address of the person signing this Letter of Transmittal. In the case of
issuance in a different name, the tax identification number of the person named
must also be indicated. Holders tendering Old Notes by book-entry transfer may
request that Old Notes not exchanged be credited to such account maintained at
the book-entry transfer facility as such holder may designate.
5. TRANSFER TAXES.
The Issuer shall pay all transfer taxes, if any, applicable to the exchange
of Old Notes under the Exchange Offer. If, however, certificates representing
Old Notes for principal amounts not tendered or
10
accepted for exchange are to be delivered to, or are to be issued in the name of
any person other than the registered holder of the Old Notes tendered hereby, or
if tendered Old Notes are registered in the name of any person other than the
person signing this Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the exchange of Old Notes under the Exchange Offer, the
amount of any such transfer taxes (whether imposed on the registered holder or
any other person) will be payable by the tendering holder. If satisfactory
evidence of payment of such taxes is not submitted herewith, the amount of such
transfer taxes will be billed to that tendering holder.
6. WAIVER OF CONDITIONS.
The Issuer reserves the absolute right to waive, in whole or in part, any
of the conditions to the Exchange Offer set forth in the Prospectus.
7. MUTILATED, LOST, STOLEN OR DESTROYED SECURITIES.
Any holder whose Old Notes have been mutilated, lost, stolen or destroyed,
should contact the Exchange Agent at the address indicated above for further
instructions.
8. IRREGULARITIES.
All questions as to the validity, form, eligibility (including time of
receipt), and acceptance of Letters of Transmittals or Old Notes will be
resolved by the Issuers whose determination will be final and binding. The
Issuer reserves the absolute right to reject any or all Letters of Transmittal
or tenders that are not in proper form or the acceptance of which would, in the
opinion of the Issuer's counsel, be unlawful. The Issuer also reserves the right
to waive any irregularities or conditions of tender as to the particular Old
Notes covered by any Letter of Transmittal or tendered pursuant to such letter.
None of the Issuer, the Exchange Agent or any other person will be under any
duty to give notification of any defects or irregularities in tenders or incur
any liability for failure to give any such notification. The Issuer's
interpretation of the terms and conditions of the Exchange Offer shall be final
and binding.
9. SUBSTITUTE FORM W-9.
Each holder of Old Notes whose Old Notes are accepted for exchange (or
other payee) is required to provide a correct taxpayer identification number
("TIN"), generally the holder's Social Security or federal employer
identification number, and certain other information, on Substitute Form W-9,
which is provided under "Important Tax Information" below, and to certify that
the holder (or other payee) is not subject to backup withholding. Failure to
provide the information on the Substitute Form W-9 may subject the holder (or
other payee) to a $50 penalty imposed by the Internal Revenue Service and 28%
federal income tax backup withholding on payments made in connection with the
Old Notes. The box in Part 3 of the Substitute Form W-9 may be checked if the
holder (or other payee) has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is checked
and a TIN is not provided by the time any payment is made in connection with the
Old Notes, 28% of all such payments will be withheld until a TIN is provided.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Exchange Agent at the address and telephone number set forth
above. In addition, all questions relating to the Exchange Offer, as well as
requests for assistance or additional copies of the Prospectus and this Letter
of Transmittal, may be directed to the Exchange Agent at the address and
telephone number indicated above.
11
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF
(TOGETHER WITH CERTIFICATES OF OLD NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER
AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.
12
IMPORTANT TAX INFORMATION
SUBSTITUTE FORM W-9
Each tendering holder or other payee ("Payee") that is a U.S. Person is
required to provide a correct taxpayer identification number ("TIN") and certain
other information on Substitute Form W-9, which is provided below. If the Payee
is receiving payment for a tendered Note, the Payee must certify that the Payee
is not subject to backup withholding by signing and dating the Form pursuant to
the instructions in Part 3. A taxpayer's TIN generally is the taxpayer's Social
Security or federal Employer Identification Number.
If the tendering Payee has not been issued a TIN and has applied for a TIN
or intends to apply for a TIN in the near future write "APPLIED FOR" in Part I.
In such case if a TIN has not been provided by the time of payment, tax will be
withheld on all payments, until a TIN is provided.
Certain Payees, including, among others, all corporations, are not subject
to backup withholding tax. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional
information. Such Payees should enter the correct TIN in Part 1 of the
Substitute Form W-9, check the box in Part 2 of the Substitute W-9 and sign and
date form.
Payments to a Payee that is not a U.S. Person will not be subject to backup
withholding tax if the Payee submits a properly completely IRS Form W-8BEN, IRS
Form W-8ECI, IRS Form W-8 EXP or IRS Form W-8IMY.
CONSEQUENCES OF FAILURE TO FILE SUBSTITUTE FORM W-9
Failure to provide the information on the Substitute Form W-9 may subject
the Payee to a $50 penalty imposed by the Internal Revenues Service and federal
income tax backup withholding on any payment. Backup withholding is not an
additional Federal income tax. Rather, the Federal income tax liability of a
person subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, the Payee may claim
a refund from the Internal Revenue Service.
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<Table>
<Caption>
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SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX Social Security Number(s) OR
FORM W-9 AT RIGHT AND CERTIFY BY SIGNING AND DATING Employer Identification Number(s)
BELOW
---------------------------------------
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</Table>
<Table>
DEPARTMENT OF THE TREASURY PART 2 -- For payees exempt from backup withholding, check the following box [ ].
INTERNAL REVENUE SERVICE
PAYOR'S REQUEST FOR PART 3 -- Under penalties of perjury, I certify that:
TAXPAYER IDENTIFICATION (1) The number shown on this form is my correct taxpayer identification number (or I
NUMBER (TIN) AND am waiting for a number to be issued for me);
CERTIFICATION
(2) I am not subject to backup withholding because: (a) I am exempt from backup
withholding; (b) I have not been notified by the Internal Revenue Service ("IRS")
that I am subject to backup withholding as a result of a failure to report all
interest or dividends; or (c) the IRS has notified me that I am no longer subject
to backup withholding; and
(3) I am a U.S. Person (including a U.S. resident alien).
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CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because of
under reporting interest or dividends on your tax returns.
Signature: ------------------------------------------ Date: --------------------
Name: ------------------------------------------------------------------------------
(PLEASE PRINT)
- -------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 30% OF
THE VALUE OF DEBT/EQUITY SECURITIES OR 10% SENIOR SECURED NOTES, AS
APPLICABLE, DELIVERABLE TO YOU PURSUANT TO THE EXCHANGE OFFER AND THE
CONSENT SOLICITATION. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER INDEMNIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" INSTEAD
OF A TIN IN THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (i) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (ii) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number in the near future 28% of all
reportable payments made to me will be withheld until a taxpayer identification
number is provided.
Signature: ------------------------------ Date: -------------------------
Name: --------------------------------------------------------------------------
(PLEASE PRINT)
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